13 March 2012
Empresaria Group plc ("Empresaria" or the "Company")
Subsidiary management change and amendment to certain option arrangements
Empresaria, the AIM quoted staffing specialist, announces a management change at the Headway group of companies (the "Headway Group"), its German subsidiary, and certain changes to option arrangements over the minority interests in the Headway Group.
Subsidiary management change
The Chief Executive of the Headway Group, Mr Klaus Wrezounik, is leaving the Headway Group with effect from 31 March 2012.
The new Chief Executive of the Headway Group is Mr Alexander Tan, who has considerable experience in the staffing sector, having previously been responsible for building the IT and Engineering specialities of DIS AG, a substantial professional staffing company in Germany. Mr Tan has also worked at Randstad, one of the largest HR services providers in the world, where he was responsible for building the professional staffing business for Germany, the Netherlands, Spain and Italy.
Amendment to certain option arrangements
As part of the arrangements in connection with Mr Wrezounik's departure from the Headway Group, certain changes have been made to put and call option arrangements, agreed at the time of the acquisition of the Headway Group in 2007, over his 20% shareholding in Empresaria Holding Deutschland GmbH ("Empresaria Deutschland"), the intermediate holding company of the Headway Group (the "Amendments").
Pursuant to the Amendments, the Company has agreed to purchase the one third of Mr Wrezounik's shareholding in Empresaria Deutschland which were the subject of the put option arrangements for a consideration of EUR 1.3 million, payable in cash and funded from internal Company resources (the "Initial Share Purchase"). In addition, the consideration for the Initial Share Purchase (which has been calculated pursuant to the originally agreed put option formula and is linked to the Headway Group's earnings for the two years ended 31 December 2010) can now be recalculated to allow for any future changes in the amount of the liability to the Headway Group for potential retrospective pay claims from temporary workers and social security contributions, following final determination of such liabilities. Any such adjustment to the consideration will be effected upon the exercise of the existing call options allowing the Company to purchase the remaining shares in Empresaria Deutschland held by Mr Wrezounik. The period during which these call options can be exercised in full by the Company without penalty has been extended to 31 January 2014, and the consideration payable on exercise will be based on the Headway Group's audited earnings for the two years ending 31 December 2011 amended, if relevant, for the retrospective pay claims position at the time of exercise.
Details of the original option arrangements can be found in paragraph 2 of Part VI of the 2007 circular relating to the acquisition of the Headway Group, copies of which are available on request from the Company.
The Directors believe that the Amendments not only allow for an efficient change to the management of the Headway Group but also provide the Company with additional flexibility to manage the overall consideration paid to Mr Wrezounik for his shares in Empresaria Deutchland and to take into account yet to be determined liabilities resulting from historical transactions of the Headway Group.
In accordance with the AIM Rules, Mr Wrezounik, a director of a subsidiary of the Company, is considered to be a related party to the Company and the Amendments have therefore been classified as a related party transaction. In accordance with Rule 13 of the AIM Rules, the Directors of Empresaria consider, having consulted with Altium Capital Limited, the Company's Nominated Adviser, that the terms of the Amendments are fair and reasonable insofar as the shareholders of Empresaria are concerned.